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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): October
29, 2026
COPLEY ACQUISITION CORP
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
000-00000 001-42622 |
|
00-0000000 N/A |
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
SUITE 1801-1803, 18/F, ALEXANDRA HOUSE,
18 CHATER ROAD CENTRAL, HONG KONG
(Address of principal executive offices and zip code)
HK
+852
2861 3335
(Registrant’s telephone
number, including area code)
Not Applicable00000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Units,
each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable
warrant |
|
COPLU |
|
New York Stock Exchange |
| Class
A ordinary shares, par value $0.0001 per share |
|
COPL |
|
New York Stock Exchange |
Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per
share |
|
COPLW |
|
New York Stock Exchange |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
Adjournment of Extraordinary General Meeting
of Shareholders
On October 29, 2026, Copley
Acquisition Corp (“Copley” or the “Company”) announced that the extraordinary general meeting of shareholders
called by the Company (the “Extraordinary General Meeting”), which was originally scheduled for 11:00 a.m. Eastern time on
October 29, 2026, will be adjourned to 11:00 a.m. Eastern time on November 2, 2026. At the Extraordinary General Meeting, shareholders
will be asked to consider and approve (i) an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
(the “Articles”) to permit the Company, by resolution of the board of directors, to extend the date by which the Company
must consummate an initial business combination up to 12 times, by one month each time, from November 2, 2026 to November 2, 2027 (the
“Extension Amendment Proposal”), and (ii) an amendment to the Company’s investment management trust agreement with
Continental Stock Transfer & Trust Company, as trustee, to permit such extensions (the “Trust Agreement Amendment Proposal”
and, together with the Extension Amendment Proposal, the “Extension”).
The Extraordinary General
Meeting will readjourn at 11:00 a.m., Eastern time, on November 2, 2026, in person at the offices of Winston Taylor LLP, 800 Capitol St.,
Suite 2400, Houston, Texas 77002, and virtually via a live webcast at https://www.cstproxy.com/copleyacquisition/2026.
In connection with the
Extension, and as discussed in the Company’s definitive proxy statement dated October 19, 2026 and filed with the SEC on
October 20, 2026, (as may be amended, the “Proxy Statement”), holders of the Company’s Class A ordinary shares
issued in the Company’s initial public offering (such shares, the “Public Shares”) had the opportunity to submit
their Public Shares for redemption in connection with the Extension.
In consideration of the
Revised Contribution Amount to be Contributed by the Company and the Dissolution Expense Waiver (each as defined below), the Company
is adjourning the meeting to allow time for such holders of Public Shares who have previously voted against the Extension Amendment Proposal
and the Trust Agreement Amendment Proposal to reverse their votes against both proposals.
The Company plans to continue
to solicit proxies from shareholders during the period prior to the Extraordinary General Meeting. Only the holders of the Company’s
ordinary shares as of the close of business on October 19, 2026, the record date for the Extraordinary General Meeting, are entitled to
vote at the Extraordinary General Meeting.
Additional Cash Contribution to Trust Account
The Company also announced
that Copley Acquisition Sponsors, LLC (the “Sponsor”) or its designees have agreed to revise the contribution they had previously
intended to make, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and implemented.
The Sponsor had previously
agreed to contribute (the “Original Contribution Amount”) $150,000 for each one-month extension (commencing on November 2,
2026 and ending on the 2nd day of each subsequent month) until November 2, 2027 (such period, the “Extension Period”), or
portion thereof, that the Company needs to complete an initial business combination.
As revised, the Sponsor and
its designees have now agreed to contribute an amount (the “Revised Contribution Amount”) equal to $200,000 for each one-month
extension during the Extension Period. All funds in the Company’s trust account, including those funds deposited in connection with
the Revised Contribution Amount, will be held in an interest-bearing demand deposit account at a bank until the earlier of the consummation
of the Company’s initial business combination or liquidation. Each Revised Contribution Amount will be deposited in the Company’s
trust account two (2) days prior to the applicable one-month extension.
Waiver of Dissolution Expenses from Trust Account
Interest
The Company also announced
that it has agreed to waive its right to withdraw up to $100,000 of interest from the Company’s trust account to pay dissolution
expenses, should the Company ultimately liquidate prior to a business combination (the “Dissolution Expense Waiver”). As a
result, the Company will not be able to withdraw up to $100,000 of interest for such dissolution expenses upon liquidation, and such interest
will be held in the trust account and not be released until the earliest to occur of (i) the completion of the initial business combination,
(ii) the redemption of 100% of the Offering Shares (as defined below) if the Company is unable to complete its initial Business Combination
within the Extension, and (iii) the redemption of Public Shares in connection with a shareholder vote seeking to amend certain provisions
of our Articles.
Waiver of Tax Withdrawals from Trust Account
Interest
The Company also announced
that it has agreed to waive its right to withdraw interest from the Company’s trust account to pay the Company’s tax expenses
(the “Tax Expense Waiver”). As a result, the Company will not be able to withdraw interest in order to pay future tax expenses,
and such interest will be held in the trust account and not be released until the earliest to occur of (i) the completion of the initial
business combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Company is unable to complete its initial
Business Combination within the Extension, and (iii) the redemption of Public Shares in connection with a vote seeking to amend the provisions
of our Articles.
A revised version of Annex
A to the Proxy Statement for the Extraordinary General Meeting is included as exhibit 99.1 hereto.
Forward-Looking Statements
This Current Report on Form
8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual
results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include,
without limitation, uncertainties relating to the Company’s shareholder approval of the Extension, its inability to complete an
initial business combination within the required time period, and other risks and uncertainties indicated from time to time in filings
with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2025 under the heading “Risk Factors” and in other reports the Company has filed, or to be
filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the
date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors,
executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of
proxies from the securityholders of the Company in favor of the approval of the Extension Amendment Proposal and the Trust Agreement Amendment
Proposal. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s
directors and officers in the Proxy Statement, which may be obtained free of charge from the sources indicated below.
No Offer or Solicitation
This Report shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension. This communication
shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors,
shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because
these documents will contain important information about the Company and the Extension. Shareholders may obtain copies of the Proxy Statement,
without charge, at the SEC’s website at www.sec.gov. If you would like additional copies of the Proxy Statement or if you have
questions about the proposals to be presented at the Extraordinary General Meeting, you should contact the Company at:
Copley Acquisition Corp
Suite 1801-1803, 18/F, Alexandra
House, 18 Chater Road, Central, Hong Kong
Tel: +852 2861 3335
You may also obtain additional
copies of the Proxy Statement by requesting them in writing or by telephone from COPL’s proxy solicitation agent at the following
address, telephone number and e-mail address:
Laurel Hill Advisory Group, LLC
(855) 414-2266 (toll-free)
(516) 933-3100 (Banks and Brokers Only)
Email: COPL@laurelhill.com
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Revised Annex A to the Proxy Statement to Amend the Amended and Restated Memorandum and Articles
of Association of Copley Acquisition Corp |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
COPLEY ACQUISITION CORP |
| |
|
| Date: October 30, 2026 |
By: |
/s/ Francis Chi Yin Ng |
| |
Name: |
Francis Chi Yin Ng |
| |
Title: |
Co-Chief Executive Officer |
Exhibit
99.1
ANNEX
A
FORM
OF AMENDMENT TO
THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
COPLEY ACQUISITION CORP
RESOLVED,
as a special resolution, that, subject to and conditional upon the passing of the resolution to amend the investment management trust
agreement, dated as of April 30, 2025, between the Company and Continental Stock Transfer & Trust Company proposed at the extraordinary
general meeting of the Company at which this resolution is proposed, the Amended and Restated Memorandum and Articles of Association
of the Company be amended by:
(a)
the deleting the existing definition of “Deadline Date” in Article 1.1 in its entirety and inserting the following new definition
of “Deadline Date” in its place:
Deadline
Date: means the later of (a) the date that is 18 months after the closing date of the IPO (the last day of such 18 month period being
the First Deadline Date) and (b) if one or more Monthly Extensions have been validly exercised in accordance with Article 54.9, the last
day of the latest Monthly Extension so exercised, provided that in no event shall the Deadline Date be later than the date that is 30
months after the closing date of the IPO;
(b)
by deleting the definitions of “First Extension Option” and “Second Extension Option” in Article 1.1 in their
entirety;
(c)
by deleting the existing definition of “Extension Loans” in Article 1.1 in its entirety and inserting the following new definition
of “Extension Loans” in its place:
Extension
Loans: means any loans made to the Company to fund any Extension Payment;
(d)
by inserting the following new definitions in Article 1.1 in the appropriate alphabetical order:
Extension
Payment: means, in respect of each Monthly Extension, additional funds equal to US$200,000;
Monthly
Extension: means each extension, by one month, of the period of time within which the Company must consummate a Business Combination,
up to a maximum of 12 such extensions, effected in accordance with Article 54.9;
(e) by deleting Article 54.7
in its entirety and inserting the following in its place:
54.7 In the event that the Company does
not consummate a Business Combination within the Completion Window, the Company shall: (a) cease all operations except for the purpose
of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available
funds therefor), redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account, divided by the number of Public Shares then in issue,
which redemption will completely extinguish the rights of the holders of Public Shares as Members (including the right to receive further
liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands
law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.
(f)
by deleting Article 54.9 in its entirety and inserting the following in its place:
54.9
The Directors may, but shall not be obligated to, at the request of the Sponsor and by resolution of the Directors, extend the period
of time to consummate a Business Combination by up to 12 Monthly Extensions, each of one month, from the First Deadline Date (or, following
the exercise of one or more Monthly Extensions, from the last day of the latest Monthly Extension so exercised) up to the date that is
30 months after the closing date of the IPO, provided that, in respect of each Monthly Extension: (a) the Sponsor (or its Affiliates
or designees) has given the Company written notice requesting such Monthly Extension not less than five days prior to the then applicable
Deadline Date; and (b) the Company has deposited, or caused to be deposited, into the Trust Account on or prior to the date that is two
(2) days prior to the then applicable Deadline Date the Extension Payment.
(g)
by deleting Article 54.10 in its entirety and inserting the following in its place:
54.10
[Reserved].
